EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is effective as of
November 1, 2001, by and between Micro General Corporation, a Delaware
corporation ("Micro General") and MGEN Tech Fund I, L.P., a California limited
partnership ("Tech Fund").
R E C I T A L S
A. Tech Fund is a stockholder of record and the beneficial owner of
1,000,000 shares of Common Stock, par value $.001, of RealEC Technologies, Inc.,
a Delaware Corporation (the "RealEC Shares").
B. Micro General desires to purchase the RealEC Shares from Tech Fund
for a purchase price of 123,114 shares of Micro General Common Stock, par value
.001 per share (the "Micro General Shares").
C. Micro General and Tech Fund are entering into this Agreement to
effectuate such exchange of the RealEC Shares and Micro General Shares.
A G R E E M E N T
1. EXCHANGE OF SHARES. Tech Fund hereby sells, assigns and transfers to
Micro General, and Micro General hereby purchases from Tech Fund, all right,
title and interest in and to the RealEC Shares, subject to the terms and
conditions set forth herein. In exchange for the RealEC Shares, Micro General
hereby issues to Tech Fund the Micro General Shares.
2. INVESTMENT REPRESENTATIONS OF TECH FUND. Tech Fund acknowledges that
it is aware that the Micro General Shares to be received by it pursuant to this
Agreement have not been registered under the Securities Act of 1933, as amended
(the "Act"). In connection therewith, Tech Fund warrants and represents to Micro
General as follows:
(a) Tech Fund is receiving the Micro General Shares solely for
Tech Fund's own account for investment and not with a view to or for sale or
distribution of the Micro General Shares or any portion thereof and not with any
present intention of selling, offering to sell or otherwise disposing of or
distributing the Micro General Shares or any portion thereof. Tech Fund also
represents that the entire legal and beneficial interest of the Micro General
Shares is being transferred for, and will be held for the account of, Tech Fund
only and neither in whole nor in part for any other person. Tech Fund is
receiving the Micro General Shares in a private transaction and not pursuant to
a distribution or through a general solicitation or advertisement.
(b) Tech Fund is an "accredited investor" for purposes of
Regulation D promulgated by the Securities and Exchange Commission under the
Act.
(c) Tech Fund hereby acknowledges that:
(i) the Micro General Shares have not been registered
under the Act, and such Micro General Shares must be held indefinitely unless a
transfer of them is subsequently registered under the Act or an exemption from
such registration is available; and
(ii) the share certificate representing the Micro General
Shares will be stamped with the legends restricting transfer specified in this
Agreement.
(d) Tech Fund understands that the Micro General Shares are
restricted securities within the meaning of Rule 144 promulgated under the Act;
that the exemption from registration under Rule 144 will not be available in any
event for at least one (1) year from the date of issuance of the Micro General
Shares to Tech Fund, and even then will not be available unless (i) a public
trading market then exists for the Micro General Shares, (ii) adequate current
public information concerning Micro General is then available to the public,
(iii) Tech Fund has been the beneficial owner and Tech Fund has paid the full
purchase price for the Micro General Shares at least one (1) year prior to the
sale, and (iv) other terms and conditions of Rule 144 are complied with; and
that any sale of the Micro General Shares may be made by it only in limited
amounts in accordance with such terms and conditions, as amended from time to
time.
(e) Without in any way limiting any of the other provisions of
this Agreement or its representations set forth above, Tech Fund further agrees
that Tech Fund shall in no event make any disposition of all or any portion of
the Micro General Shares which Tech Fund is purchasing unless and until:
(i) there is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or
(ii) (A) Tech Fund shall have notified Micro General of
the proposed disposition and shall have complied with any applicable
restrictions in Micro General's Certificate of Incorporation, as amended, or
Bylaws, or any agreement restricting the transfer of the Micro General Shares,
(B) at Micro General's request, Tech Fund shall have furnished Micro General
with an opinion of counsel to the effect that such disposition will not require
registration of such shares under the Act, and (C) such opinion of counsel (if
requested) shall have been concurred with by counsel for Micro General and Micro
General shall have advised Tech Fund of such concurrence.
3. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TECH FUND. Tech Fund
represents and warrants to Micro General that:
(a) AUTHORIZATION. Tech Fund has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Tech Fund and will not result in a breach, acceleration or
violation of any agreement to which Tech Fund is a party or is bound. This
Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Tech Fund, enforceable against Tech Fund in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies. Tech Fund has received all consents, approvals, orders,
waivers and authorizations, and has provided all notices, which are necessary in
connection with the valid execution and delivery of this Agreement and the
transfer of the RealEC Shares hereunder.
(b) TITLE. The RealEC Shares were validly issued and are fully
paid and nonassessable. Tech Fund is the sole owner, beneficially and of record,
of the RealEC Shares, free and clear of all claims, liens, encumbrances,
security interests, pledges, options, charges, restrictions,
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rights of first refusal, preemptive rights and defects in title of any nature
whatsoever ("Encumbrances"), other than restrictions imposed by federal and
applicable state securities laws which do not constitute an impediment to the
purchase and sale described in this Agreement or that have been disclosed to
Micro General and waived prior to the date of this Agreement, and hereby
transfers the same to Micro General. There is no action, suit, claim,
investigation or proceeding, whether at law or in equity, against Tech Fund or
claim or counter-claim initiated by Tech Fund, that is pending, or to Tech
Fund's knowledge, threatened, that could reasonably be expected to affect
adversely Tech Fund's ownership and transfer of the RealEC Shares free and clear
of Encumbrances, or to otherwise perform any of its obligations hereunder.
(c) COMMITMENT. Tech Fund has not granted or sold, and is not a
party to any agreement, commitment or understanding, written or oral, providing
for the grant or sale of, options or other rights to purchase, and it is not,
obligated to sell or otherwise transfer, any of the RealEC Shares to any person
or entity except to Micro General. Tech Fund is not a party to any voting trust,
proxy or other voting agreement or understanding with respect to the voting of
the RealEC Shares.
4. REPRESENTATIONS AND WARRANTIES OF MICRO GENERAL. Micro General hereby
represents and warrants to Tech Fund as follows:
(a) ORGANIZATION AND STANDING. Micro General is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and has full power and authority to own and operate its
properties and assets and to carry on its business as presently conducted.
(b) AUTHORIZATION. Micro General has full power and authority to
enter into this Agreement, and this Agreement has been duly authorized by all
requisite action of Micro General and will not result in a breach, acceleration
or violation of any agreement to which Micro General is a party or is bound.
This Agreement, when executed and delivered, will constitute valid and legally
binding obligations of Micro General, enforceable against Micro General in
accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies. Micro General has received all consents, approvals,
orders, waivers and authorizations, and has provided all notices, which are
necessary in connection with the valid execution and delivery of this Agreement
and the issuance of the Micro General Shares hereunder.
(c) VALID ISSUANCE OF STOCK. The Micro General Shares have been
duly and validly authorized and, when issued and paid for in accordance with the
terms hereof, will be validly issued and nonassessable securities of Micro
General.
5. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to its subject matter and supersedes
all contemporaneous written or oral agreements and understandings of the
parties, either express or implied. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
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(b) NOTICES. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
three (3) days after deposit in the United States Post Office, by certified mail
with postage and fees prepaid, addressed to the other party at the address
hereinafter shown below his or its signature or at such other address as such
party may designate by ten days' advance written notice to the other party.
(c) ASSIGNMENT. No party may transfer or assign its benefits or
rights or delegate its duties or obligations under this Agreement without the
prior written consent of the other party.
(d) GOVERNING LAW, VENUE AND JURISDICTION. This Agreement shall
be construed in accordance with the laws of the State of Delaware without
reference to choice of law principles, as to all matters, including, but not
limited to, matters of validity, construction, effect or performance.
(e) COUNTERPARTS. This Agreement may be executed simultaneously
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.
(f) SEVERABILITY. In the event any court, administrative agency
or other governmental entity with appropriate jurisdiction and authority
determines that any term or part of this Agreement is invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect.
(g) AMENDMENT. This Agreement may be amended only by an
instrument in writing executed by the parties hereto.
(h) WAIVER. All waivers hereunder must be made in writing, and
failure of any party at any time to require another party's performance of any
obligation under this Agreement shall not affect, limit or waive a party's right
at any time to require strict performance of that obligation thereafter. Any
waiver of any breach of any provision of this Agreement shall not be construed
in any way as a waiver of any continuing or succeeding breach of such provision
or waiver or modification of the provision.
(i) ARBITRATION. Any disputes arising between the parties
relating to, arising out of or in any way connected with this Agreement or any
term or condition hereof, or the performance by either party of its obligations
hereunder, whether before or after termination of this Agreement shall be
finally resolved by binding arbitration. Whenever a party shall decide to
institute arbitration proceedings, it shall give written notice to that effect
to the other party. Any arbitration hereunder shall be conducted under the
Commercial Arbitration Rules of the American Arbitration Association. Each such
arbitration shall be conducted by a panel of one or three arbitrators appointed
in accordance with such Rules. Any such arbitration shall be held in Orange
County, California, USA. The arbitrators shall have the authority to grant
specific performance, and to allocate between the parties the costs of
arbitration in such equitable manner as they determine. Judgment upon the award
so rendered may be entered in any court having jurisdiction or application may
be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be.
(j) ATTORNEYS' FEES. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and disbursements
in addition to any other relief to which such party may be entitled.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
0000 Xxxxx Xxxx, Xxxxx 000 MICRO GENERAL CORPORATION
Xxxxx Xxxxxxx, XX 00000
By:
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Name:
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Title:
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0000 Xxxxx Xxxx, Xxxxx 000 MGEN TECH FUND I, L.P.
Xxxxx Xxxxxxx, XX 00000
By:
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Name:
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Title:
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